Illustration: John Shakespeare. Photo: Shakespeare
Let’s hope Sonic Healthcare boss, Dr Colin Goldschmidt, really likes the medical centres it bought from disgraced former doctor Geoffrey Edelsten because it might have to pay for them twice.
The bad news surfaced in court documents that shed new light on the sale that helped to re-establish Edelsten’s lifestyle of baubles and babes.
In 2011 Edelsten was crowing about the sale of 21 medical centres to Sonic for around $200 million.
CBD has tracked down an asset shuffle that preceded the sale of four medical centres to Sonic Healthcare in 2011 for $40 million.
ASIC documents reveal that the four centres were sold by two companies Millennium Management, and Lonnex, in February 2011, to a third – Lonnex & Millennium Management (LMM).
Millennium was due to receive $18 million for its two centres, Lonnex $22 million.
So far so good.
But on that very same day, the two companies decided to forgive the $40 million debt owed to them by LMM for the medical centres.
Not so good for the creditors at Lonnex and Millennium.
This included the tax office, which is claiming to be owed more than $2 million in tax by the two companies, and Victoria’s State Revenue Office (SRO) which wound up Millennium over its unpaid debt.
In July that year, Edelsten, who controlled the three companies, offloaded LMM to Sonic for $40 million.
Last month, Millennium’s liquidators filed a statement of claim in the Supreme Court of Victoria to have the $18 million “forgiveness transaction” voided.
“The company suffered detriment in that the debt of $18 million, owed to it by the defendant, was forgiven,” the claim said.
It also claims the forgiveness transaction was entered into at a time when Millennium was insolvent.
“The defendant was a company in which Edelsten was financially, legally and commercially interested,” it said.
But it is the new owner, Sonic, which would now be hit with the $18 million bill for centres it has already paid for.
If the liquidators appointed to Lonnex follow suite, Sonic could be on the hook for $40 million – on top of the $40 million it has paid for these centres.
CBD called Sonic but got no reply on this matter. However, it is understood the multi-billion-dollar ASX listed group is well aware of the court case.
At least Sonic investors can rest easy that the original $200 million figure provided by Edelsten was a little inflated.
CBD understand that the four centres and $40 million figure, which Edelsten had to share with his business partners, covers the entire sale to Sonic.
Edelsten himself, was reluctant to offer any official comment to CBD.
ATO blow
The good news for Sonic is that, so far, Lonnex has not shown the same appetite for action.
Minutes of a Lonnex creditors meeting held just before Christmas reported that they discussed the $22 million “deed of forgiveness and release” and a $1.87 million claim by the ATO.
The liquidator, Ross McDermott, advised that it was a “voidable transaction” and “he was looking for funding to take further action”.
One creditor representative, Michael Webb, proposed the motion “that the liquidator should not incur any further costs with respect to any action … with respect to the eligible forgiveness of debt” with LMM.
It was seconded by Edelsten, as a creditor, and carried unanimously, according to the report.
It does not look like a third creditor, the tax office, has challenged the matter at this stage.
Not that it would be the first time the ATO has been short-changed by Edelsten.
Edelsten recently settled his bankruptcy case, with creditors agreeing to take just a few cents in the dollar to wipe out more than $30 million of accrued debt.
The ATO and NAB were among the creditors which agreed to accept a cash settlement of just over $1 million.
The deal was seen as a win for Australia’s trust structures, which have ensured that, despite declaring bankruptcy in the US, Edelsten continued to live in the manner to which he is accustomed – blowing more than $48,000 a month on flights, five-star hotels and designer jewellery for his girlfriends.
Fleetwood Mick
APA boss Mick McCormack must have been cock-a-hoop last week.
No, we’re not talking about the global fame he enjoyed – Guiness in hand – from the pictures taken at last week’s St Patrick’s Day celebrations.
McCormack also closed off a momentous $US3.7 billion in debt to finance the $US5 billion acquisition of BG Group’s gas pipes.
The keen drummer knows the importance of having a great backing group to carry a gig as big as this, so it is interesting to note the unusually high female presence leading the deal teams of the hired help.
Joining APA’s chief number cruncher, Peter Fredricson, on the European leg of the roadshow was Gwen Greenberg from RBS and Kate Stewart from BNP Paribas.
In the US with McCormack was Natalie Vanstone from JP Morgan.
Morgan Stanley provided the other token bloke on the US roadshow, Andrew Brown.
Paper mugs
ASIC may have been warning float hopefuls that they need to back up their prospectus promises, but everybody knows that prospectuses are for wimps.
Well, ASX chief compliance officer Kevin Lewis thinks so anyway.
At the ASIC conference’s session on public floats, Lewis admitted that he’s made all his personal decisions about whether to invest in an IPO without reading a prospectus.
Lewis said the ASX was aware that mums and dads didn’t read them either and he expressed the view that these investors need to take advice.
CBD knows plenty of financial planners who would love to provide this advice.
We thinks that’s a great idea. In fact, we know a few of our big banks planners that would love to provide this sort of advice: The Commonwealth Bank, Macquarie, NAB.
Got a tip? ckruger@fairfaxmedia.com.au